KERB COUNTY CLERK
Land Records, Vital Records, Marks 8~ Brands, CCM,
Military Discharge, Fee Collections, Public Access and Marriage Records
Software
Commissioners Court: 4 F, 6 VP
Official Public Records
Fee Accounting and Collections
Marks and Brands
Military Discharge
Marriage License
Vital Statistics
Image Enablement
Total Software Cost $75,000
Maintenance
Commissioners Court
Document Indexing
Fee Accounting and Collections
Marks and Brands
Military Discharge
Marriage License
Vital Statistics
Image Enablement
Total Annual Maintenance & upgrades $10,000
Training
On-Site --8 Days $6,000
Installation
2 days on site $1,500
Conversion $5,000
Total First Year Cost $97,500
We will interface the wide format scanner and printer at no charge, providing that we have cooperation with
both the vendor and the County.
Reports and Forms to be agree upon prior to installation. No charge at that time.
Future forms and reports will be $150.00 per hour.
We can store your microfilm for $50.00/cubic foot per
year.
As part of that we inspect 10% of it every year and send you a report.
Images can be written to microfilm for $.025/image. You would send us a
CD/DVD
every three volumes and we would write it to film and store with the rest of your film.
ImageTek I Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76701 ~ 800.578-7746
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ARTICLE I -GENERAL TERMS AND CONDITIONS
DEFINITIONS. Unless the context otherwise provides, for all purposes of this Agreement and all Addenda hereto, the following terms
defined have the meaning therein specified.
A. APPLICATION SOFTWARE. Software that is problem oriented and in the case of commercial activities may provide data control and management
over any Local Government office or function.
B. BACKUP. A systematic and regular procedure where copies are made on magnetic media of computer programs and/or data files for archive or
reconstructive purposes.
C. CENTRAL PROCESSING UNIT (CPU). A unit of the computer that includes circuits controlling the interpretation and execution of instructions.
D. IMAGETEK / EDOC TECHNOLOGIES. INC HOLIDAYS New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
Friday after Thanksgiving Day, Christmas Eve and Christmas.
E. DATA. A representation of facts, concepts or instructions in a formalized manner, suitable for communication, interpretation, or processing by
humans or by automatic means.
F. DATA BASE. A set of data, part or the whole oti another set of data, and consisting of at least one tile, [ha[ is sufficient for a given purpose or for a
given data processing system.
G. DOCUMENTATION. A collection of information that provides specifications, features, checklist, or operating procedures of software.
H. FILE. An organized collection of data directed toward a specific purpose.
1. HARDWARE. Physical equipment used in data processing, as opposed to computer programs, procedures, rules, and associated documentation
(software), such as computers, networks, communications, etc.
1. OBJECT CODE. Machine level program output from compilation or assembly of source code.
K. OPERATING SYSTEM SOFTWARE. Software, normally supplied by equipment manufacturers, that controls the execution of computer programs
and that may provide scheduling, debugging, input-output control, computer system resource accounting, compilation, assembly, storage assignment,
data management and related services.
L. PERIPHERAL EOUIPM ENT The input/output units and auxiliary units attached to the CPU such as printers, magnetic [ape units, converters, tape
readers, visual display terminals, and floppy disk drives.
M. REMOTE SITE A location of peripheral equipment sufficiently far removed from the CPU so as to require a telephone or other common-carrier
communications link.
N. REMOTE SUPPORT SERVICES tRSS) Services provided by ImageTek /Edoc Technologies, Inc. using telecommunication equipment and
standard telephone Tines.
O. SERVICE BUREAU. A commercial enterprise that processes data for others.
P. SOFTWARE. Computer programs, procedures, rules, and possibly associated documentation concerned with the operation of a data processing
computer system and generally divided into two categories, operating systems and application software.
Q. SOURCE CODE. Computer programs before compilation or assembly.
R. TABLE. An arranged collection of data in which each item is uniquely identited by a label or position relative to other items.
S. TIME AND MATERIALS BASIS. Charges for services that are not included under standard coverage of this Agreement and are available at the
current ImageTek /Edoc Technologies, Ina rates.
T. TIME-SHARING SERVICE. A commercial enterprise that sells computer system resources via remote I/O devices in atime-sharing mode of
operation that enables two or more users to execute computer programs concurrently.
U. WORKSTATION. A configuration of computer equipment designed for use by one person at a time. This may have a terminal connected to a
computer or it may be a stand-alone system with local processing capability. Workstation may also be known as visual display terminal (VDT) or
cathode ray tube (CRT).
,. ASSIGNMENT. Customer may assign this Agreement in whole or in part only with the prior written consent of ImageTek /Edoc
Technologies, Inc. may assign this Agreement upon notice to Customer.
CONFIDENTIAL INFORMATION. The parties hereto agree [hat all proprietary information disclosed by the other during performance
of this Agreement, and identified either orally or in writing as proprietary, shall be held in confidence and used only in performance of [his
Agreement. Each party will exercise the highest standard of Gaze to protect the other's proprietary data from unauthorized disclosures. If
such data is publicly available, already in one party's possession or known, or is [hereafter rightfully and lawfully obtained by one party
from sources other than the other party, there shall be no restriction in its use.
WAIVER. Any waiver by either party of any provision of this Agreement shall not imply a subsequent waiver of that or any other
provision.
ImageTek I Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76701 ~ 800-578.7748
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NOTICE. Any notices or demands required to be given herein shall be given to the parties in writing, and by certified mail at the
addresses specified herein: Kerr County Clerk, 700 Main St., Ste 122, Kerrville, Texas 78028; hnageTek /Edoc Technologies, 1400 Washington
Ave, Waco, Texas 76701, or [o such other addresses as the parties may hereinafter substitute by written notice given in the manner prescribed in this
section.
ENTIRE AGREEMENT. It is expressly agreed that this Agreement embodies the entire agreement of the parties in relation to the subject
matter of this Agreement, and that there is no other oral or written agreement or understanding between the parties at the time of execution
of this Agreement.
A. This Agreement cannot be moditied except by the written agreement of all parties hereto. Customer further agrees that only a principal of ImageTek /
Edoc Technologies, Inc. has the authority to obligate ImageTek /Edoc Technologies, Inc. and that Customer, in entering into this Agreement, has not
relied on any representations, other than those expressly wntained in this Agreement.
B. Customer and ImageTek /Edoc Technologies, Inc. further agree that all, iti any, purchase orders or similar documents that purport to vary or add to the
terms and conditions of this Agreement shall be null and void and shall not vary or add to the terms and conditions of this Agreement.
'. GOVERNING LAW. The parties agree that this Agreement shall be governed by the laws of the State of Texas. Except to the extent that
the provisions of this Agreement aze clearly inconsistent therewith, this Agreement will be governed by the Uniform Commercial Code of
the State of Texas. To the extent that there is to be a delivery or performance of services under this Agreement, such services will be
deemed "goods" within the definition of such Uniform Commercial Code except when deeming such services, as "goods" would result in a
clearly unreasonable interpretation.
B. LEGAL CONSTRUCTION. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions thereof,
and in this Agreement shall be constmed as if such invalid, illegal, or unenforceable provision(s) was contained herein.
9. BINDING EFFECT. This Agreement shall endure to the benefit of and bind the parties hereto, [heir successors and assigns.
0. AUTHORITY. Each party hereby warrants and represents that their respective signatures set forth herein have been and are on [he date of
[his Agreement duly authorized by all necessary and appropriate corporate or legislative action to execute this Agreement.
1. SECTION HEADINGS. All section headings contained herein are for convenience or reference only and are not intended to define or
limit the scope of any provision of this Agreement.
2. EXPENSES FOR ENFORCEMENT. In the event either party is required to employ an attorney to enforce the provisions of this
Agreement or is required to commence legal proceedings to enforce the provisions thereof, the prevailing party shall be entitled to recover
from the other, reasonable a[[omey's fees and court costs incurred in connection with such enforcement, including, but not limited to,
collection agency fees, attorney litigation fees, suit fees and costs of investigation and litigation.
3. FORCE MAJEURE. Neither party hereto shall be in default by reason of any failure of its performance under [his Agreement if such
failure results, whether directly or indirectly, from fire, explosion, strike, freight embargo, act of God, or of the public enemy, war, civil
disturbance, Acts of Terrorism, act of any government, de jure or de facto, or agency or official thereof, labor shortage, transportation
contingencies, unusually severe weather, default of manufacturer or a supplier as subcontractor, quazantine, restriction, epidemic, or
catastrophe.
4. SOLICITATION OF EMPLOYEES. Neither ImageTek /Edoc Technologies, Inc. nor Customer shall, during the term of this
Agreement nor for a period of one (1) year following its termination, solicit for employment nor employ, whether as an employee or
independent contractor, any person who is or has been employed by the other during the term of this Agreement.
5. TAXES. Customer shall pay all taxes azising out of this Agreement, except for taxes based upon [he net income of ImageTek /Edoc
Technologies, Inc. If Customer is atax-exempt entity, Customer shall provide ImageTek /Edoc Technologies, Inc. with written proof of
such status.
6. MISSPELLINGS. Misspelling of one or more words in this Agreement shall no[ invalidate this Agreement. Such misspelled words shall
be read so as to have the meaning apparently intended by the parties.
7. EFFECTIVE DATE. This Agreement is effective upon the date signed by a principal of ImageTek /Edoc Technologies, Inc.
8. OTHER SERVICES. If ImageTek /Edoc Technologies, Inc. agrees to provide any other services for Customer, Customer and ImageTek
/ Edoc Technologies, Inc. agree that the terms and conditions of such are governed by this Agreement and at the rates listed in Exhibit B.
Such rates are subject [o change without notice. All such services will be provided in a professional and workmanlike manner and where
services aze related to [he modification or extension of the License Software, ImageTek /Edoc Technologies, Inc. shall own the work
product and license the work product [o Customer under the terms of this Agreement.
ImageTek I Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76707 ~ 800.578.7746
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9, SERVICE RELATED EXPENSES. Customer is responsible for all expenses not specified as being ImageTek /Edoc Technologies, Inc.
responsibility. Such expenses include, but are not limited to, travel, transportation, food, lodging, long distance telephone charges, and
media costs incurred by ImageTek /Edoc Technologies, Inc. in its performance of this Agreement. Travel related expenses are chargeable
from the ImageTek /Edoc Technologies, Inc. facility in which the servicing employee originates.
0. INDEPENDENT CONTRACTORS. ImageTek /Edoc Technologies, Inc. may engage independent contractors [o perform all or par[ of
ImageTek /Edoc Technologies, Inc. obligations under this Agreement.
',1. DELIVERY. Delivery shall be defined as F.O.B. destination a[ Customer's premises or when Customer takes possession of the items [o
be delivered, whichever occurs first. ImageTek /Floe Technologies, Inc. shall prepay the shipping and transit insurance chazges for the
items delivered, and Customer agrees to reimburse ImageTek /Edoc Technologies, Inc. for such charges.
2. RISK OF LOSS. Risk of loss shall pass to Customer upon delivery. To extend allowed by law.
3. INSURANCE. ImageTek /Edoc Technologies, Inc. shall insure any Hazdwaze provided by ImageTek /Edoc Technologies, Inc. under
this Agreement against loss, destruction, and theft until delivery. Customer agrees to provide adequate "All Risk" insurance to cover the
Hardware while on Customer's premises until Customer has made payment in full. Customer further agrees to hold harmless and indemnify
ImageTek /Edoc Technologies, Inc. against any and all losses arising out of the Hardware after delivery and before Customer's payment in full.
4. SECURITY INTEREST. ImageTek /Edoc Technologies, Inc. shall retain a security interest in all Software, Hardware, and Related
Products and in any proceeds for as long as Customer owes ImageTek /Edoc Technologies, Inc. any monies under this Agreement.
Customer agrees to execute such documents as may be necessary to protect ImageTek /Edoc Technologies, Inc.' security interest.
5. PAYMENT. All amounts payable to ImageTek /Edoc Technologies, Inc. are due and payable in United States dollars at ImageTek /
Edoc Technologies, Inc.' office in McGregor, Texas, U.S.A. All amounts not paid when due shall bear interest at the rate of one and one-half
percent per month or the highest rate allowed by law whichever is less.
6. LIAISON BETWEEN ImageTek /Edoc Technologies, Inc. and Customer. ImageTek /Edoc Technologies, Inc. and Customer hereby
designate the individuals named herein as Liaisons, who shall have the duty of acting as points of contact with personnel of ImageTek /
Edoc Technologies, Inc. and Customer respectively. Customer's Liaison, Jannett Pieper shall have the authority to accept and coordinate the
delivery of goods and services provided by ImageTek /Edoc Technologies, Inc. Either party may change its Liaison upon notice to the other patty.
J. OPERATIONAL ENVIRONMENT. ImageTek /Edoc Technologies, Inc. shall work with Customer to define the hardware
specifications required for the operational environment to support the application software. It will be [he sole responsibility of Customer to
provide and support all hazdware and operating system software, including virus and worm detection and correction.
8. CUSTOMER DELAYS. If Customer delays ImageTek /Edoc Technologies, Inc.'s performance, ImageTek /Edoc Technologies, Inc.
shall be excused from performance for an amount of time commensurate with the delay in performance caused by Customer. Such delays
by Customer that may cause ImageTek /Edoc Technologies, Inc. to delay performance include, but are not limited to, the following:
A. Customer's failure to adequately prepare Customer's premises for installation of the Software prior to the scheduled delivery date.
B. Customer's failure to order forms or supplies in a timely manner.
C Customer's failure or inability or failure to assist ImageTek /Edoc Technologies, Inc. to convert Customer's data for use by ImageTek /Edoc
Technologies, Inc. Software including, but not limited to, the following:
I. Failure to have prepared such data in the form and format requested by ImageTek /Edoc Technologies, Inc.;
2. Failure to have prepared such data on or before the date specified by lmageTek /Edoc Technologies, Inc.;
3: Failure to have verified such data for accuracy; and,
4. Submission of erroneous data to lmageTek /Edoc Technologies, Inc.
D. Customer's failure to have adequately established the appropriate files for the ImageTek /Edoc Technologies, Inc. Software.
E. Customer's failure to have adequately constructed the tables specified by ImageTek /Edoc Technologies, Inc. for the ImageTek /Edoc Technologies,
Inc. Software.
E Customer's failure to have completely prepared the Hardware's installation site prior to the Hardware's actual delivery including, but not limited to,
failure to have all electrical work and cable installation completed.
G. Customer's requests that change the specifications previously agreed upon.
,9. NON-DISCLOSURE OF TERMS. Except when required otherwise by ]aw, Customer agrees not to disclose the terms and conditions of
this Agreement.
~0. INJUNCTIVE RELIEF. Customer agrees that all Licensed Software provided pursuant to this Agreement is unique. [f Customer
breaches [his Agreement, then in addition [o such other remedies as is available to ImageTek /Edoc Technologies, Inc., ImageTek /Edoc
Technologies, Inc. may obtain injunctive relief. This Section shall not be deemed to in any way limit such remedies as maybe available to
ImageTek /Edoc Technologies, Inc. at law or equity.
ImageTek /Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76701 ~ 600-578-7746
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1. LIMITATION OF LIABILITY. All warranties in this Agreement aze subject to the following provisions:
A. All warranties in this agreement are in lieu of all other waranties, express or implied, including, but not limited to the implied warranties of
merchantability and fitness for a particular purpose. Unless expressly warranted herein, all goods and services provided by Imagetek /Edoc
technologies, inc. Pursuant to this agreement are furnished on an "as is" basis.
B. Imagetek /Edoc Technologies, Inc. Shall not be liable for failure to provide, or delays in providing, services under this agreement if due to any cause
beyond Imagetek /Edoc Technologies, Inc.' reasonable control.
C. Customer expressly assumes all responsibility for the selection and use of the hardware, licensed software, and products. Customer expressly agrees
to verity the results of its use of the hardware, licensed software, and related products and services.
D. Customer is solely responsible for creating daily backup, and verifying validity of backups. In no event shall Imagetek /Edoc Technologies, Inc. be
responsible for the loss or desttvction of data.
E. Customer understands and agrees the complexity of the computer software provided is such that it may have inherent defects, latent or manifest.
Imagetek /Edoc Technologies, Inc. shall use its best efforts to correct such defects, if any, in accordance with the limited warranty granted in article
iii, section L8 entitled "limited warranty".
F. Customer understands and agrees that it takes sole responsibility for using the goods and services provided by Imagetek /Edoc Technologies, Inc.
With goods and services not provided by Imagetek /Edoc Technologies, Inc.
G. Imagetek /Edoc Technologies, Ina Shall not be liable for any incidental, special or consequential damages of any nature whatsoever, such as, but not
limited to, loss of anticipated profits, or other economic loss in connection with, or arising out of the existence of the famishing, functioning, or
Customer's use of any services or goods provided in this agreement. Imagetek /Edoc Technologies, Inc. Will not be liable for damages as indicated
above, even if Imagetek /Edoc Technologies, Inc. Has been advised of the possibility of such damages.
H. In no event shall Imagetek /Edoc Technologies, Inc. be liable for any amount in excess of the monies paid by customer to Imagetek /Edoc
Technologies, Inc. Pursuant to this agreement.
I. No action, regardless of its form, arising out of transactions occumng under or contemplated by this agreement, may be brought by either party more
than two years after the cause of action has accrued.
S2. TERM. This Agreement shall remain in effect from the Effective Date of this Agreement until such time of Customer's acceptance of the License
Software and shall automatically renew for subsequent one-year terms unless either party gives the other party at least thirty (30) days written notice
of its intent not to renew.
3. TERMINATION. This Agreement may be terminated upon written notice in accordance with the following:
A. Either party may terminate in the event of bankruptcy, insolvency, and/or an assignment for the benefit of creditors of or by the other party.
B. In the event Customer fails to perform in accordance with the terms and conditions of this Agreement including, but not limited to all addenda hereto;
is so notified by ImageTek /Edoc Technologies, Inc.; and tails to cure such failure within thirty (30) days following notice, ImageTek /Edoc
Technologies, Inc. may terminate this Agreement upon written notice. Termination of this Agreement terminates all licenses, if any, granted pursuant
to this Agreement. Upon termination of this Agreement Cuswmer shall return all Licensed Software immediately to ImageTek /Edoc Technologies-,
Inc. All non-disclosure, non-competition, and confidentiality provisions of this Agreement shall survive its termination.
ImageTek I Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76701 ~ 600-578-7746
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ARTICLE II -SOFTWARE LICENSE
LICENSED SOFTWARE. ImageTek /Edoc Technologies, Inc. agrees to provide licensee with the ImageTek /Edoc Technologies, Inc.
Sofwaze and/or Sublicensed Softwaze collectively referred to as the Licensed Software. ImageTek /Edoc Technologies, Inc. Software is
application software developed and owned by ImageTek /Edoc Technologies, Inc. Sublicensed Sofrwaze is application and/or operating
system software owned and supplied by a third party vendor.
A. Licensee may subsequently order additional Licensed Sofwae from ImageTek /Edoc Technologies, Inc. by requesting such additional Licensed
Software from ImageTek /Edoc Technologies, Inc. and executing the copy of a software license addendum that ImageTek /Edoc Technologies, Inc.
sends to confirm licensee's request and returning such Addendum to ImageTek /Edoc Technologies, Inc..
B. At no additional charge, ImageTek /Edoc Technologies, Inc. shall provide licensce with a minimum of one set of dowmentation for the Licensed
Software. All documentation provided to licensee including, but not limited to, user manuals for the Licensed Software, shall be deemed to be
included within the definition of the Licensed Software. Additional copies of the documentation are available for an additional charge.
,. SOFTWARE ENVIRONMENT. In order for the Licensed Software to function correctly, licensee must provide a hardware and software
environment in accordance with ImageTek /Edoc Technologies, Inc. specifications. Such envvonment includes, but is not limited to, use
of the appropriate operating system at the version and release levels specified by ImageTek /Edoc Technologies, Inc..
SOFTWARE INSTALLATION DATE. As specified herein, ImageTek /Edoc Technologies, Inc. or licensee shall install the Licensed
Sofware.
A. If ImageTek /Edoc Technologies, Inc. installs the Licensed Software, the date on which ImageTek /Edoc Technologies, Inc. loads the ImageTek /
Edoc Technologies, Ina Software on the licensee's CPU shall hereinafter be referred [o as the Software Installation Date.
B. If licensee installs the Licensed Software, then the date of delivery w licensee shall be deemed to be the Software Installation Date.
LICENSE FEES. Licensee agrees to pay the Annual license fee (ALF) for the ImageTek /Edoc Technologies, Inc. Software and licensee
agrees to pay the Initial License Fee (ILF) for the Sublicensed Software specified herein.
ANNUAL LICENSE FEE. In accordance with [he tetras and conditions of this Agreement, ImageTek /Edoc Technologies, Inc. shall
provide licensee with updates, enhancements, and program corrections for the ImageTek /Edoc Technologies, Inc. Softwaze specified in
this Agreement. Licensee agrees to pay the Annua] license tee (ALF) in accordance with this Section subject [o the County Clerks
budgeting.
A. The ANNUAL licensee FEE (ALF) Commencement Date shall be the first day of the month following the Software Installation Date of the LICENSE
SOFTWARE. Licensee agrees to pay Annual license fee (ALF) within ten (10) days of the Annual license fee (ALF) Commencement Date. Licensee
agrees to pay the second and subsequent ANNUAL LICENSE fees on the same day and month each year thereafter.
B. After this Agreement has been in effect for one year, ImageTek /Edoc Technologies, Inc. may change the Annual license fee (ALFA upon thirty (30)
days written notice.
C. Upon termination of this Agreement for any reason, licensee's right to use and possess the ImageTek /Edoc Technologies, Inc. Software shall
immediately cease and licensee shall immediately return the ImageTek /Edoc Technologies, [nc. Software and its documentation to ImageTek /Edoc
Technologies, Inc.
D. [f licensee fails to pay the ALF when due, ImageTek /Edoc Technologies, Inc. may terminate this Agreement in accordance with Article I, Section 34
entitled "termination".
E. Sublicensed Softwae is not subject to ALF. In the event the vendor of Sublicensed Software enacts such pricing polices, Customer agrees to remit
payment to offset related costs; additionally, should the vendor of Sublicensed Software provide any updates, enhancements, or corrections, ImageTek
/ Edoe Technologies, Inc. may at its sole discretion make such available for an additional cast to the licensee.
PROGRAM CORRECTIONS. Program Corrections aze defined as changes to the ImageTek /Edoc Technologies, Inc. Software
necessitated by its failure to meet published specifications. ImageTek /Edoc Technologies, Inc. shall provide Program Corrections in
accordance with the following:
A. ImageTek /Edoc Technologies, Inc. shall provide reasonable analysis and programming services to correct documented errors that in ImageTek /
Edoc Technologies, [nc.' opinion is caused by a defect in an unaltered version of the ImageTek /Edoc Technologies, Inc. Software.
B. If licensee notifies ImageTek /Edoc Technologies, Inc. that there is such an error and ImageTek /Edoc Technologies, [nc. investigation reveals that
the error is due to some cause othcv than a malfunction of the ImageTek /Edoc Technologies, Inc. Software, then licensee agrees to compensate
ImageTek /Edoc Technologies, Inc. for its efforts at ImageTek /Edoc Technologies, [nc.' then standard rates.
1. Such other causes that may cause errors include, but are not limited to, hardware malfunctions, erroneous data, errors caused by licensee's
personnel, and errors caused by means not within the reasonable control of ImageTek /Edoc Technologies, Inc.
2. If licensee has nut acquired the RSS Services, then before ImageTek /Edoc Technologies, Inc. will provide services pursuant to this Section,
licensee shall provide ImageTek /Edoc Technologies, Inc. with written and/or electronic documentation, as specified at the time by ImageTek
/ Edoc Technologies, Inc., of the suspected errors.
ImageTek I Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76701 ~ 800-578.7746
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UPDATES. An Update is defined as a change made to the ImageTek /Edoc Technologies, Inc. Software for one or more of the following
reasons:
A. A change in the ImageTek /Edoc Technologies, Inc. Software's specifications initiated by ImageTek /Edoc Technologies, Inc.
B. Installation of a Program Correction.
A change necessitated by legislative changes to licensee's State Statutes or by procedural changes directed by other State agencies having policy or
procedural control over the licensee's operations. Licensce will provide ImageTek /Edoc Technologies, Inc. notification of such changes and assist in
interpretation and definition It is the licensee's responsibility to notify ImageTek /Edoc Technologies, Inc. of legislative changes and that the changes are
defined well enough to insure the software modifications could be performed by ImageTek /Edoc Technologies, Inc. and not require continual changes. It is
ImageTek /Edoc Technologies, Inc. intent to provide certain legislative changes thaC are agreed upon by ImageTek /Edoc Technologies, Inc. and licensee that
will no[ have an impact on ImageTek /Edoc Technologies, Inc. to the extent that it will adversely affect ImageTek /Edoc Technologies, Inc. Customer support
and prior commitments to its Customers, or create a financial burden beyond the intent and pricing structure of this Agreement. Provisions to the contrary
notwithstanding, the provision of an Update pursuant to this Paragraph and whether to charge licensee for providing such Update shall be at ImageTek /Edoc
Technologies, Inc. sole discretion. Legislative changes that require the following are not included as Updates under [his Agreement.
L Legislative changes to the application software that would not provide the same substantial functions as the previous software packages.
2. Legislative changes that would require a major rewrite of the ImageTek /Edoc Technologies, Inc. application software package.
3. Legislative changes that would not be deemed appropriate by the majority of the ImageTek /Edoc Technologies, Inc. Customers in that state
because:
a. Excessive computer resources are required to accommodate the changes.
b. The changes could be performed in a more amplified and/or economical manner.
4. Legislative changes where a reasonable amount of time is not provided for ImageTek /Edoc Technologies, Inc. to make such legislative changes
during regular business hours.
ENHANCEMENTS. An Enhancement is defined as an improvement [o [he ImageTek /Edoc Technologies, Inc. Sofrwaze. Such
improvement includes, but is not limited to; adding a function, adding a report, adding a CRT input format, and adding a program. From
time to time ImageTek /Edoc Technologies, Inc., in its sole discretion, may choose to make Enhancements for the ImageTek /Edoc
Technologies, Inc. Software. If ImageTek /Edoc Technologies, Inc. does make such Enhancements, ImageTek /Edoc Technologies, Inc.
shall provide them to licensee annually in accordance with the Article III, Section 3 entitled "software installation date".
A. Licensee acknowledges that the Enhancements may not function with the particular configuration oti hardware and software possessed by licensee and that
in order to function; the Enhancements may require additional hardware and software at an additional cost to licensee.
B. Licensee also acknowledges that the Enhancements when in use may utilize more system resources than the ImageTek /Edoc Technologies, Inc.
Software currently installed. Such additional system resources include, but are not limited to, additional auxiliary storage, additional memory, and
additional use of the CPU.
INSTALLATION OF UPDATES, ENHANCEMENTS AND CORRECTIONS. ImageTek /Edoc Technologies, Inc. shall install the
Enhancements, Updates, and Corrections upon licensee's computer system. Such Updates, Enhancements and corrections maybe
installed remotely via Modem Support Service.
0. IMAGETEK / EDOC TECHNOLOGIES, INC. SOFTWARE OWNERSHIP. Licensee agrees that ImageTek /Edoc Technologies,
Inc. claims exclusive ownership of the ImageTek /Edoc Technologies, Inc. Software.
A. Licensee agrees that licensee acquires neither ownership nor any other interest in the ImageTek /Edoc Technologies, Inc. Software, except for the
right to use and possess the hnageTek /Edoc Technologies, Inc. Software in accordance with the terms and conditions of this Agreement.
B. ImageTek /Edoc Technologies, Inc. retain all rights not expressly granted to licensee.
1. SUBLICENSED SOFTWARE OWNERSHIP. Licensee agrees that the third party vendor retains the ownership of the Sublicensed
Software.
A. Licensee agrees that licensce acquires neither ownership nor any other interest in the Sublicensed Software, except for [he right to use and possess the
Sublicensed Software in accordance with the terms and conditions of this Agreement.
B. Al] rights not expressly granted [o licensee are retained by the third party vendor or ImageTek /Edoc Technologies, Inc.
G Licensee agrees to execute any third party vendor license agreements or related documents required by such vendor.
ImageTek I Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76701 ~ 800-578.7746
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2. SOFTWARE LICENSE. ImageTek /Edoc Technologies, Inc. hereby grant to licensee anon-exclusive and non-transferable license for
the use and possession of the Licensed Software for a term of one year.
A. Licensee shall use the Licensed Software only upon [he computer hardware and at the location where such software is Frst installed. Such computer
hardware shall be hereinafter referred to as the Designated Configuration. If the Designated Contguration is malfunctioning, licensee may
temporarily transfer the Licensed Software to alternate computer hardware in the same location. If use of the Licensed Software on such alternate
computer hardware exceeds thirty days, licensee shall so notify ImageTek /Edoc Technologies, Inc.
B. Licensee's use of the Licensed Softwae is limited to use with the Designated Configuration including, but not limited to, the maximum number of
workstations specified by ImageTek /Edoc Technologies.
Licensee may use [he Licensed Software with computer hardware other than the Designated Hardware only with ImageTek /Edoc
Technologies, Inc. express, written consent and only after paying ImageTek /Edoc Technologies, Inc. then current License Fee for the
additional computer hardware.
There shall be no additional License Fee for adding workstations identical to those in the Designated Configuration, provided the maximum
number of workstations specified is not exceeded.
C The Licensed Software is provided in object code format only. Licensee agrees not to modify, reverse engineer, reconstitute, de- compile, and/or
disassemble the Licensed Software. Licensee expressly agrees that the license granted herein gives it no rights whatsoever to the Licensed Software in
source code format.
D. Licensee may not copy the Licensed Software, except that licensee may make three copies of the Licensed Software for the sole purposes of backup
and provided that licensee gives notice to ImageTek /Edoc Technologies, Inc. of the location of all, if any, of such backup copies stored other than
upon licensee's premises.
E. Licensee agrees that ImageTek /Edoc Technologies, Inc. may enter licensee's business premises during regular business hours to determine licensee's
compliance with this Section.
F. Licensee shall not use the Licensed Software in service bureau, time-sharing, and/or remote site operations without the express written consent of
ImageTek /Edoc Technologies, Inc. and payment of additional tees to ImageTek /Edoc Technologies, Inc.
G. Without ImageTek /Edoc Technologies, Inc. express, written consent, licensee shall not modify the Licensed Software nor shall licensee use any
means other than the Licensed Software to modify the files used by the Licensed Software.
H. Provisions to the contrary notwithstanding, if this Agreement is terminated, the License granted herein shall immediately terminate.
3. TRANSFERS. Except as explicitly provided for in this Agreement, licensee agrees that it shall neither attempt nor actually sell, give,
lend, lease, convey, transfer, license, provide, diminish, copy, nor in any other manner alienate any of its rights in the Licensed Software,
whether or not ever modified.
4. PROPERTY RIGHTS. The parties agree that the Licensed Software including, but not limited to, programs in source and/or object code
format, systems designs, applications, routines, techniques, ideas, formulae, and/or know-how utilized and/or developed by ImageTek /
Edoe Technologies, Inc. are and shall remain the exclusive property of ImageTek /Edoc Technologies, Inc. Licensee agrees that the
ImageTek /Edoc Technologies, Inc. Software contains ImageTek /Edoc Technologies, Inc.' trade secrets.
ImageTek /Edoc Technologies, Inc. shall retain all copyright interests in the ImageTek /Edoc Technologies, Inc. Software, whether published or
unpublished. All, if any, moditcations made to the Licensed Software by ImageTek /Edoc Technologies, Inc. shall be the exclusive property of
ImageTek /Edoc Technologies, Inc. and such modifications shall be deemed to be included within the detinition of Licensed Sotwae.
5. NON-DISCLOSURE. Licensee agrees not to disclose the ImageTek /Edoc Technologies, Inc. Software. licensee further agrees that the
ImageTek /Edoc Technologies, Inc. Software contains valuable property of ImageTek /Edoc Technologies, Inc. that licensee shall keep
the ImageTek /Edoc Technologies, Inc. Software confidential, and that licensee shall not remove such proprietary notices as ImageTek /
Edoe Technologies, Inc. may choose to place on the ImageTek /Edoc Technologies, Inc. Software.
A. Licensee agrees to inform all of licensee's employees who have access to the ImageTek /Edoc Technologies, Inc. Software as to the provisions of this
Section.
B. Licensee agrees to limit the access of the Licensed Software to those employees who in the course of their employment need access to the ImageTek /
Edoe Technologies, Inc. Software.
C. Licensee agrees no[ to permit any independent contractor, including, but not limited to consultants, any access to the ImageTek /Edoc Technologies,
Inc. Software without such independent contractor first executing ImageTek /Edoc Technologies, Inc. then standard non-disclosure/non-competitive
agreement and returning to ImageTek /Edoc Technologies, Inc. an executed copy. ImageTek /Edoc Technologies, Ina shall provide licensee a copy
of such agreement upon request.
D. Licensee agrees that it will use its best efforts to insure that all of licensee's employees who will review the documentation and/or receive ImageTek /
Edoe Technologies, Inc. training shall first execute ImageTek /Edoc Technologies, Inc. then standard non-disclosure/non-competitive agreement and
return to ImageTek /Edoc Technologies, Inc. an executed copy. ImageTek /Edoc Technologies, Inc. shall provide licensee a copy of such agreement
upon request.
ImageTek I Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76701 ~ 800.578.7746
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6. COVENANT NOT TO COMPETE. Licensee agrees that for as long as the Agreement remains in effect and for a period of five (5) years
following its termination, licensee shall not compete with ImageTek /Edoc Technologies, Inc. in the business of providing to others
softwaze that performs functions similaz to the ImageTek /Edoc Technologies, Inc. Sofrware.
7. LIMITED WARRANTY. ImageTek /Edoc Technologies, Inc. makes the following limited warranty:
A. The ImageTek /Edoc Technologies, Inc. Software shall function in substantial accordance with its specifications for thirty days after the Software
Installation Date. licensee agrees that the ImageTek /Edoc Technologies, Inc. Software is of such complexity that it may have detects, inherent,
latent and/or manifest; and that as ImageTek /Edoc Technologies, Inc.' sole liability and Licensee's sole remedy, ImageTek /Edoc Technologies, Inc.
shall provide reasonable programming services to correct documented errors [hat in ImageTek /Edoc Technologies, Inc. opinion are caused by a
defect in an unaltered version of the ImageTek /Edoc Technologies, Inc. Software.
B. If licensee notifies ImageTek /Edoc Technologies, Inc. that there is such an error and ImageTek /Edoc Technologies, Inc. investigation reveals that
the error is due to some cause other than a malfunction of the ImageTek /Edoc Technologies, Inc. Software, then licensee agrees to compensate
ImageTek /Edoc Technologies, Inc. for its efforts at ImageTek /Edoc Technologies, Inc. then standard consulting rates. Such other causes that may
cause errors include, but are not limited to, hardware malfunctions, use of supplies not recommended by ImageTek /Edoc Technologies, Inc.,
erroneous data, errors caused by licensee's personnel, and errors caused by means not within the reasonable control of ImageTek / Edoc
Technologies, Inc.
I8. FORMS QUALITY. The ImageTek /Edoc Technologies, Inc. Software has been designed to print using specific forms. If licensee chooses not to use
he designed Forms, licensee does so at its awn risk or may incur ImageTek /Edoc Technologies, Inc. costs associated with modify forms for licensee use.
,9. Data and Image Ownership: Any and all information/data entered, gathered and stored pursuant to this contract shall at all
time and circumstance remains the property of Kerr County the Customer/Licensee. Upon termination of this
Agreement/Contract, Edoc Technologies, the Licensor shall proved all necessary information to determine the index file record
layout, the graphic file header layout, and such other information as maybe needed to allow Kerr County the
Customer/Licensee to continue use of the acquired data or to convert the acquired data to another vendor's system.
ImageTek /Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76701 ~ 600-578-7746
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ARTICLE III SOFTWARE SUPPORT
SOFTWARE SUPPORT. In accordance with the tetras and conditions of this Agreement, ImageTek /Edoc Technologies, Inc. agrees to
Software Maintenance Service as indicated in this document.
SOFTWARE COVERED. This Agreement shall apply to all Licensed Software. If licensee acquires additional Licensed Softwaze, such
software shall upon its Software Installation Date become subject to this Agreement if coverage for such software is available. The annual
or monthly service fees for such additional Licensed Sofrwaze shall be added, as relevant, to the annual or monthly Fees already charged to
licensee.
FEES AND PAYMENT. For the services provided herein, licensee agrees to pay the quarterly or annual service fee as specified in this
Agreement in accordance with the following:
A. If the service fee is monthly, the first payment is due within ten (10) days of the Software Service Commencement Date. The Software Service
Commencement Date shall be the first day of the month following the Software Installation Date.
B. If the service fee is annual, then within ten (10) days of the Software Service Commencement Date, Customer agrees to pay ImageTek /Edoc
Technologies, Inc. all of the one-time charges and annual fee. Thereafter, the annual fee is due on the anniversary date of the Software Service
Commencement Date.
C. After this agreement has been in effect for one year, ImageTek /Edoc Technologies, Inc. may adjust the monthly service fce and the annual service
fee upon thirty (30) days written notice.
SOFTWARE MAINTENANCE. ImageTek /Edoc Technologies, Inc. shall provide licensee with assistance for the ImageTek /Edoc Technologies, Inc.
Software and Sublicensed Software specified in accordance with the following:
A. TELEPHONE ASSISTANCE. Telephone Assistance is a service oti ImageTek /Edoc Technologies, Inc. in which licensee may telephone
ImageTek /Edoc Technologies, Inc. for consultation concerning the Licensed Software. The standard period of Telephone Assistance is 8 a.m. to
5 p.m., Pacific Time, Monday through Friday, excluding ImageTek /Edoc Technologies, Inc. holidays.
I. During the standard period of Telephone Assistance, ImageTek /Edoc Technologies, Inc. shall be available to provide assistance to licensee by
telephone. Such assistance consists of answering licensee's questions concerning use of the Licensed Software.
2. Calls initiated by Customer to ImageTek /Edoc Technologies, Inc.' toll free assistance line will be covered by ImageTek /Edoc Technologies,
Inc.
3. Customer is responsible for all long distance calls initiated by Customer excluding those calls made to ImageTek /Edoc Technologies, Inc. tall
free assistance line. ImageTek /Edoc Technologies, Inc. shall not provide any Telephone Assistance during ImageTek /Edoc Technologies,
Inc. holidays.
4. ImageTek /Edoc Technologies, Ina shall provide Telephone Assistance in times outside the standard period of Telephone Assistance in
accordance with the Emergency Plan specified in this Agreement.
B. ImageTek /Edoc Technologies, Inc. shall provide Internet Suonort Services. In order for licensee to use the Internet Support Services, licensee must
have first acyuired hardware and software as specified by ImageTek /Edoc Technologies, Inc. If licensee has the necessary equipment, then ImageTek /
Edoc Technologies, Inc. shall perform the following services.
L When ImageTek /Edoc Technologies, Inc. distributes Enhancements, Updates, or Corrections, ImageTek /Edoc Technologies, Inc. shall
install such Enhancements, Updates, or Corrections by means of an electronic connection between licensee and ImageTek / Edoc
Technologies, Inc..
2. ImageTek /Edoc Technologies, Inc. are responsible for all long distance charges incurred when providing assistance to the ImageTek /Edoc
Technologies, Inc. Software.
C. The following services are specifically excluded from the basic "software maintenance' service. These services are available at additional cost.
I. Responding to the problems, questions, and/or malfunctions concerning changes made to the Licensed Software by non-ImageTek /Edoc
Technologies, Inc. personnel.
?. Responding to problems caused by software other than the ImageTek /Edoc Technologies, Inc. Software and/or the Sublicensed Software.
3. Making modifications [o the Licensed Sofware.
4. Performing operator training.
5. Installing the ImageTek /Edoc Technologies, Inc. Software or the Sublicensed Software where licensee has not acquired the hardware for
Modem Support Services.
6. Responding to problems caused by licensee's failure to allow ImageTek /Edoc Technologies, Inc. access to licensee's computer system.
ImageTek /Edoc Technologies, Inc. • 1400 Washington Avenue • Waco, Texas 76701 • 600-576-7746
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teesponumg m problems eausea by accment, neglect, nre, misuse, or any other cause not wmm~ the reasonable control of Image t el< i eaoc
Technologies, Inc. Any other services performed by ImageTek /Edoc Technologies, Inc. and not otherwise provided for in this Article.
ImageTek /Edoc Technologies, Inc. • 1400 Washington Avenue • Waco, Texas 76701 • 800-578-7746
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ARTICLE IV TRAINING
IMAGETEK / EDOC TECHNOLOGIES, INC. TRAINING. ImageTek /Edoc Technologies, Inc. agree to provide Customer with the
ImageTek /Edoc Technologies, Inc. Training.
A. Customer may subsequently order additional ImageTek /Edoc Technologies, Inc. Training from ImageTek /Edoc Technologies, Inc. by requesting
such additional ImageTek /Edoc Technologies, Inc. Training from ImageTek /Edoc Technologies, Inc. and executing the copy of the training
addendum that ImageTek /Edoc Technologies, Inc. sends to confirm Customer's request.
B. The ImageTek /Edoc Technologies, Inc. training shall consist of a fixed-fee ImageTek /Edoc Technologies, Inc. classroom course or training on a
time and materials basis. Training will be conducted on-site or at an ImageTek /Edoc Technologies, Inc. facility.
C. All materials provided to Customer including, but not limited to user manuals for the ImageTek /Edoc Technologies, Inc. Software, shall be defined
as ImageTek /Edoc Technologies, Inc. Training Materials.
~. MAXIMUM NUMBER OF STUDENTS Certain elements of the ImageTek /Edoc Technologies, Inc. Training are designed to train a
limited number of students at a time.
A. If more of Customer's employees choose to attend the ImageTek /Edoc Technologies, Inc. Training than are specified in this Agreement, ImageTek /
Edoc Technologies, Inc. either shall charge an additional charge for every such additional student at ImageTek /Edoc Technologies, Inc.' then current
rates or ImageTek /Edoc Technologies, Inc., in its sole discretion, may refuse to train such additional students until a time mutually agreeable to
Customer and ImageTek /Edoc Technologies, Inc..
B. ImageTek /Edoc Technologies, Inc. recommends that Customer purchase ImageTek /Edoc Technologies, Inc. Training in all applications of the
ImageTek /Edoc Technologies, Inc. Software and the Sublicensed Software for at least two of Customer's personnel.
PREREQUISITES. Customer agrees that the ImageTek /Edoc Technologies, Inc. Training is not intended to train Customer's personnel
in theirjob skills ImageTek /Edoc Technologies, Inc. Training is intended to provide the basic skills necessary to operate the ImageTek /
Edoc Technologies, Inc. Software and the Sublicensed Software.
A. Customer represents that those of its personnel who are to receive ImageTek /Edoc Technologies, Inc. Training are competent and have the necessary
skills to perform such duties as Customer may assign them.
B. Each of Customer's personnel must execute and provide to ImageTek /Edoc Technologies, Inc., ImageTek /Edoc Technologies, Inc.' then standard
noo-disclosure/non-competition agreement prior to the commencement of ImageTek /Edoc Technologies, Inc. Training for such person.
C. If Customer requests that training occur at Customer's site, then Customer must provide training facilities and computer resources in accordance with
ImageTek /Edoc Technologies, Inc.' instructions and specifications.
FEES AND PAYMENT. Customer agrees to pay ImageTek /Edoc Technologies, Ina the total amount due as stated in this Agreement in
accordance with this Section.
A. If the training is fixed fee, then
I. Upon execution of this Agreement, Customer agrees to pay ImageTek /Edoc Technologies, Inc. the down payment amount specified in this
contract.
2. Upon completion of the installa[iou, training, and conversion specified herein, and signed acceptance by [he customer. Customer agrees to
pay ImageTek /Edoc Technologies, Inc. the balance of the amount specified in [his wntract.
B. If the training is on a time and materials basis, then once each month, ImageTek /Edoc Technologies, Inc. shall invoice Customer for the time and
materials charges.
C. Customer also agrees to reimburse ImageTek /Edoc Technologies, Inc. for all travel and related expenses arising out of ImageTek /Edoc
Technologies, Inc. training of Customer. Such expenses include, but are not limited to time in transit, transportation, lodging and meals.
D. Customer shall bear all associated travel and related expenses of its employees. Such expenses include, but are not limited to transportation, lodging,
and meals.
PROPERTY RIGHTS. Customer agrees that the ImageTek /Edoc Technologies, Inc. Training Materials aze and shall remain [he
exclusive property ofImageTek /Edoc Technologies, Inc. ImageTek /Edoc Technologies, Inc. shall retain all copyright interests in the
ImageTek /Edoc Technologies, Inc. course materials, whether published or unpublished. Customer agrees that the ImageTek /Edoc
Technologies, Inc. Training Materials contains trade secrets of ImageTek /Edoc Technologies, Inc.
ImageTek I Edoc Technologies, Inc. ~ 7400 Washington Avenue ~ Waco, Texas 7670'1 ~ 800-578-7746
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NON-DISCLOSURE. Customer agrees not to disclose the ImageTek /Edoc Technologies, Inc. Training Materials, to keep the ImageTek
/ Edoc Technologies, Inc. Training Materials confidential, and to not remove such proprietary notices as ImageTek /Edoc Technologies,
Inc. may choose to place on the ImageTek /Edoc Technologies, Inc. Training Materials.
A. Customer agrees to inform all of Customer's employees who have access to the ImageTek /Edoc Technologies, Inc. Training Materials as to the
provisions of this Section.
B. Customer agrees not to permit any independent contractor including, but not limited to consultants, any access to the ImageTek /Edoc Technologies,
Inc. Tmining Materials without ImageTek /Edoc Technologies, Inc.' express, written consent and without such independent contractor's first executing
ImageTek /Edoc Technologies, Inc.' then standard non-disclosure/non-competition agreement and remming to ImageTek /Edoc Technologies, Inc. an
executed copy. ImageTek /Edoc Technologies, Inc. shall provide Customer a copy of such agreement upon request.
'. LIMITATION OF LIABILITY. ImageTek /Edoc Technologies, Inc. Makes no warranties concerning the ImageTek /Edoc Technologies, Inc. Training
iaterials or the services provided pursuant [o this agreement ImageTek /Edoc Technologies, Inc. Provides the ImageTek /Edoc Technologies, Inc. Training
raterials "as is" ImageTek /Edoc Technologies, Ina Expressly disclaims all other warranties, express or implied including, but not limited to, the implied
oarcanties of merchantability and fitness for a particular purpose.
C~-~
er A raon, President
Ima eTek /Edoc Technologies, Inc.
r
\ ~\
t T' --
Kerr County Judge ,.,~~.S~Zen7
ImageTek I Edoc Technologies, Inc. ~ 1400 Washington Avenue ~ Waco, Texas 76701 ~ 800.578.7746
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